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Proxy Statements Fair Market Value

Snell & Wilmer

Changes to the Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8

Snell & Wilmer on

Rule 14a-8 requires public companies to include shareholder proposals in their own proxy statements, subject to certain procedural and substantive requirements. The Securities and Exchange Commission (“SEC”) has adopted...more

Allen Matkins

What Happens When A Board Fails To Determine The Fair Value Of The Consideration For Shares?

Allen Matkins on

California Corporations Code Section 409(e) imposes a duty on the board of directors to determine "the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued". Does a...more

Allen Matkins

How To Confer A $6.9 Million Benefit For Less Than A Half Dollar

Allen Matkins on

In March 2011, the three-member compensation committee of EchoStar Corporation awarded options to purchase 1.5 million shares of company stock to its Chairman, Charles W. Ergen. According to EchoStar’s proxy statement for...more

Goulston & Storrs PC

What's Market? Update: Litigation

Goulston & Storrs PC on

In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VCG (Del. Ch. 2015), the Delaware Court of Chancery held in connection with an appraisal proceeding brought by a dissenting shareholder that the best indication of the...more

Parker Poe Adams & Bernstein LLP

Sustainability Reporting–Something to Consider

It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more

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